On November 20, 2018 (the Closing Date), uSell.com, Inc. (the Company), its wholly-owned subsidiaries We Sell Cellular LLC, (WeSell), Upstream Phone Company USA, Inc. (Upstream) and PhoneX, Inc. (PhoneX and together with WeSell and Upstream, the Borrowers), and the other subsidiaries of the Company entered into and closed a Loan and Security Agreement (the Loan Agreement) with Siena Lending Group LLC (the “Senior Lender”). The Loan Agreement provides for a revolving credit facility in the principal amount of up to $6 million (the “Maximum Facility Amount”), which will mature on November 20, 2021. Borrowings under the Loan Agreement will bear interest at 3% per annum above the base rate, as defined in the Loan Agreement (the “Base Rate”). Under the Loan Agreement, the Base Rate is defined as the greater of (i) the prime rate published by The Wall Street Journal, (ii) the sum of the Federal Funds Rate plus 0.5%, (iii) the LIBOR Rate plus 1%, and (iv) 5% per annum. The outstanding balance of the borrowings under the Loan Agreement may not exceed in the aggregate at any given time the lesser of (i) the Maximum Facility Amount reduced by permitted reserves, and (ii) the borrowing base, calculated pursuant to the Loan Agreement on the basis of eligible inventory. The Borrowers did not borrow any amounts under the Loan Agreement as of the Closing Date. The company intends to use the net proceeds of the future loans under the Loan Agreement for working capital and general corporate purposes. Pursuant to the Loan Agreement, the company agreed to pay to the Senior Lender a one-time closing fee of $90,000 and a collateral monitoring fee of $108,000, payable in each case in installments over a period of time as provided for in more detail in the Loan Agreement. The company also agreed to pay the following fees to the Senior Lender, in each case payable monthly: (i) an unused line fee of 0.5% per annum calculated pursuant to the Loan Agreement, and (ii) a minimum borrowing fee equal to the difference between the interest which would have been payable each month if, at all times during such month, the principal balance under the Loan Agreement was equal to $1,000,000, and the interest payable in such month on the actual principal balance. The Loan Agreement contains customary representations and warranties, events of default and covenants, including, among other things and subject to certain exceptions, covenants that restrict the ability of the Company and its subsidiaries to incur additional indebtedness, create or permit liens on assets, make acquisitions, engage in mergers or consolidations, make any changes in capital structure and pay dividends or repurchase stock. The borrowers’ obligations under the Loan Agreement are secured by a first priority lien security interest in all tangible and intangible property of the Company and all of its current and future subsidiaries.